Press Release

Simon Property Group Reports First Quarter Results and Announces Quarterly Dividend

April 29, 2011

INDIANAPOLIS, April 29, 2011 /PRNewswire via COMTEX/ --

Simon Property Group, Inc. (the "Company" or "Simon") (NYSE: SPG) today reported results for the quarter ended March 31, 2011.

  • Net income attributable to common stockholders was $179.4 million, or $0.61 per diluted share, as compared to $9.4 million, or $0.03 per diluted share, in the prior year period.
  • Funds from Operations ("FFO") was $570.6 million, or $1.61 per diluted share, as compared to $325.6 million, or $0.94 per diluted share, in the prior year period. First quarter 2010 FFO as adjusted for a debt extinguishment charge was $491.2 million or $1.41 per diluted share.

"We continue to deliver strong results," said David Simon, Chairman and Chief Executive Officer. "FFO per share increased 14.2% over the prior year comparable measure, driven by growth in operating income, an improving economic environment and the positive impact of our recent acquisitions. Occupancy and rent for our regional mall and Premium Outlets portfolio are higher than they were one year ago and total sales per square foot generated by our tenants increased by 8.2%."

    U.S. Operational Statistics(1)
    ------------------------------
                                                  As of        As of
                                                March 31,    March 31,
                                                   2011         2010
                                                ---------    ---------
    Occupancy(2)                                   92.9%        92.2%
    Total Sales per Sq. Ft. (3)                    $500         $462
    Average Rent per Sq. Ft. (2)                 $39.26       $38.72


    (1) Combined information for U.S. regional malls and U.S. Premium Outlets.
        Does not include information for properties owned by SPG-FCM (the
        Mills portfolio) or the properties acquired in the Prime Outlets
        transaction.
    (2) Represents mall stores in regional malls and all owned gross leasable
        area in Premium Outlets.
    (3) Rolling 12 month sales per square foot for mall stores less than
        10,000 square feet in regional malls and all owned gross leasable area
        in Premium Outlets.

Dividends

Today the Company announced that the Board of Directors approved the declaration of a quarterly common stock dividend of $0.80 per share. This dividend is payable on May 31, 2011 to stockholders of record on May 17, 2011.

The Company also declared the quarterly dividend on its 8 3/8% Series J Cumulative Redeemable Preferred (NYSE:SPGPrJ) Stock of $1.046875 per share, payable on June 30, 2011 to stockholders of record on June 16, 2011.

Development Activity

On March 17, the Company announced the opening of Paju Premium Outlets, its second Premium Outlet Center in South Korea. The center totals 328,000 square feet with 160 stores, including international and domestic brands. Strategically located in the Gyeonggi Province, the center is approximately 50 minutes northwest of downtown Seoul. Paju Premium Outlets is owned in a 50/50 joint venture with Shinsegae.

The collection of brands at the center includes international luxury brands such as Armani, Coach, Elie Tahari, Escada, Jill Stuart, Lanvin Collection, Marc Jacobs and Vivienne Westwood. Major local brands include Mine, Obzee and Time. Eco-friendly elements were included in the development of Paju Premium Outlets such as solar-energy water-heating and clearstory windows in the parking garage.

The Company also opened a major expansion of Las Vegas Outlet Center on March 17. The expansion added 13 new stores and approximately 70,000 square feet, bringing the center to more than 140 stores comprising a total of 535,000 square feet. With this expansion, the center was renamed Las Vegas Premium Outlets - South. The center was also recently renovated, receiving a complete external makeover and significant interior improvements.

The expansion includes the opening of Coach Men's, Guess, Loft Outlet, Michael Kors, New Balance, True Religion and Under Armour. Several existing stores have relocated to larger spaces within the expansion including Bose, Coach, Fossil, Reebok and Rockport.

The center has also expanded its parking lot along with upgrading the interior lighting with high-efficiency compact fluorescent fixtures, lowering the center's energy usage and overall carbon footprint. Las Vegas Premium Outlets - South is 100% owned by the Company.

During the first quarter, construction started on a 93,000 square foot expansion of Ami Premium Outlets. The Company owns a 40% interest in this center which is located in Ibaraki Prefecture, approximately 34 miles or a 50-minute drive northeast of central Tokyo. The expansion is expected to be completed in December of 2011.

Construction continues on the following new projects:

 

  • A 52,000 square foot expansion of Tosu Premium Outlets in Fukuoka, Japan, expected to open in July of 2011. The Company owns a 40% interest in this project.
  • Johor Premium Outlets, a 173,000 square foot upscale outlet center located in Johor, Malaysia. The center is located one hour's drive from Singapore and is projected to open in November of 2011. The Company owns a 50% interest in this project.
  • Merrimack Premium Outlets in Merrimack, New Hampshire. This 409,000 square foot upscale outlet center is located one hour north of metropolitan Boston and is projected to open in the summer of 2012. The Company owns 100% of this project.

2011 Guidance

Today the Company provided updated and raised guidance for 2011, estimating that FFO will be within a range of $6.55 to $6.65 per diluted share for the year ending December 31, 2011, and diluted net income will be within a range of $2.60 to $2.70 per share.

The following table provides a reconciliation of the range of estimated diluted net income available to common stockholders per share to estimated diluted FFO per share.

    For the year ending December 31, 2011
    -------------------------------------
                                                           Low   High
                                                           End    End
                                                           ---    ---

    Estimated diluted net income available to common
     stockholders per share                               $2.60  $2.70

    Depreciation and amortization including the
     Company's share of joint ventures                     3.95   3.95
                                                           ----   ----

    Estimated diluted FFO per share                       $6.55  $6.65
                                                          =====  =====


The increase in guidance reflects the improving business conditions in the U.S. retail real estate market, partially offset by uncertainty in Japan as a result of the recent earthquake and tsunami and the ongoing impact to the Japanese economy.

Conference Call

The Company will provide an online simulcast of its quarterly conference call at www.simon.com (Investors tab), www.earnings.com, and www.streetevents.com. To listen to the live call, please go to any of these websites at least fifteen minutes prior to the call to register, download and install any necessary audio software. The call will begin at 11:00 a.m. Eastern Time (New York time) today, April 29, 2011. An online replay will be available for approximately 90 days at www.simon.com, www.earnings.com, and www.streetevents.com. A fully searchable podcast of the conference call will also be available at www.REITcafe.com.

Supplemental Materials and Website

The Company has prepared a supplemental information package which is available at www.simon.com in the Investors section, Financial Information tab. It has also been furnished to the SEC as part of a current report on Form 8-K. If you wish to receive a copy via mail or email, please call 800-461-3439.

We routinely post important information for investors on our website, www.simon.com, in the "Investors" section. We intend to use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly,

investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

Non-GAAP Financial Measures

This press release includes FFO, which is adjusted from a financial performance measure defined by accounting principles generally accepted in the United States ("GAAP"). The reconciliation of this measure to the most directly comparable GAAP measure is included within this press release. FFO is a financial performance measure widely used in the REIT industry.

Forward-Looking Statements

Certain statements made in this press release may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that our expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: the Company's ability to meet debt service requirements, the availability and terms of financing, changes in the Company's credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, changes in value of investments in foreign entities, the ability to hedge interest rate risk, risks associated with the acquisition, development, expansion, leasing and management of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, competitive market forces, risks related to international activities, insurance costs and coverage, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. The Company discusses these and other risks and uncertainties under the heading "Risk Factors" in its annual and quarterly periodic reports filed with the SEC. The Company may update that discussion in its periodic reports, but otherwise the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.

About Simon

Simon Property Group, Inc. is an S&P 500 company and the largest real estate company in the U.S. The Company currently owns or has an interest in 392 retail real estate properties comprising 263 million square feet of gross leasable area in North America, Europe and Asia. Simon Property Group is headquartered in Indianapolis, Indiana and employs more than 5,000 people worldwide. The Company's common stock is publicly traded on the NYSE under the symbol SPG. For further information, visit the Simon Property Group website at www.simon.com.

                                  SIMON
                  Consolidated Statements of Operations
                                Unaudited
                              (In thousands)
                              --------------


                                                    For the Three Months Ended
                                                               March 31,
                                                            2011      2010
                                                            ----      ----
    REVENUE:
    Minimum rent                                          $644,332  $571,610
    Overage rent                                            17,142    13,211
    Tenant reimbursements                                  281,425   255,928
    Management fees and other revenues                      30,492    28,568
    Other income                                            46,483    55,754
                                                            ------    ------
       Total revenue                                     1,019,874   925,071

    EXPENSES:
    Property operating                                      99,541    98,768
    Depreciation and amortization                          266,310   228,909
    Real estate taxes                                       93,264    89,729
    Repairs and maintenance                                 30,835    23,745
    Advertising and promotion                               21,888    18,836
    Provision for (recovery of) credit losses                1,405    (3,451)
    Home and regional office costs                          29,056    17,315
    General and administrative                               7,667     5,112
    Transaction expenses                                         -     3,700
    Other                                                   19,018    15,492
                                                            ------    ------
       Total operating expenses                            568,984   498,155

                                                           -------   -------
    OPERATING INCOME                                       450,890   426,916

    Interest expense                                      (248,119) (263,959)
    Loss on extinguishment of debt                               -  (165,625)
    Income tax expense of taxable REIT
     subsidiaries                                           (1,142)     (202)
    Income from unconsolidated entities                     18,621    17,582
    (Loss) gain on sale or disposal of assets                 (584)    6,042
                                                              ----     -----

    CONSOLIDATED NET INCOME                                219,666    20,754

    Net income attributable to noncontrolling interests     39,420     5,771
    Preferred dividends                                        834     5,610
                                                               ---     -----


    NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS        $179,412    $9,373
                                                          ========    ======

    Basic Earnings Per Common Share:

       Net income attributable to common stockholders        $0.61     $0.03
                                                             =====     =====


    Diluted Earnings Per Common Share:

       Net income attributable to common stockholders        $0.61     $0.03
                                                             =====     =====


                                 SIMON
                      Consolidated Balance Sheets
                               Unaudited
                    (In thousands, except as noted)

                                                  March 31,      December 31,
                                                    2011              2010
                                                    ----              ----
    ASSETS:
      Investment properties, at cost           $27,522,185       $27,508,735
        Less - accumulated depreciation          7,870,811         7,711,304
                                                 ---------         ---------
                                                19,651,374        19,797,431
      Cash and cash equivalents                    636,050           796,718
      Tenant receivables and accrued revenue,
       net                                         372,650           426,736
      Investment in unconsolidated entities,
       at equity                                 1,379,112         1,390,105
      Deferred costs and other assets            1,879,087         1,795,439
      Note receivable from related party           651,000           651,000
                                                   -------           -------
        Total assets                           $24,569,273       $24,857,429
                                               ===========       ===========

    LIABILITIES:
      Mortgages and other indebtedness         $17,171,720       $17,473,760
      Accounts payable, accrued expenses,
       intangibles, and deferred revenues        1,014,413           993,738
      Cash distributions and losses in
       partnerships and joint ventures,
       at equity                                   514,915           485,855
      Other liabilities and accrued dividends      217,939           184,855
                                                   -------           -------
        Total liabilities                       18,918,987        19,138,208
                                                ----------        ----------

    Commitments and contingencies

    Limited partners' preferred interest in the
     Operating Partnership and noncontrolling
     redeemable interests in properties             90,219            85,469

    EQUITY:

    Stockholders' equity:
      Capital stock (850,000,000 total shares
       authorized, $.0001 par value, 238,000,000
       shares of excess common stock, 100,000,000
       authorized shares of preferred stock):

        Series J 8 3/8% cumulative redeemable
         preferred stock, 1,000,000 shares
         authorized, 796,948 issued and
         outstanding, with a liquidation value
         of $39,847                                 45,293            45,375

        Common stock, $.0001 par value,
         511,990,000 shares authorized,
         297,220,688 and 296,957,360 issued
         and outstanding, respectively                  30                30

        Class B common stock, $.0001 par value,
         10,000 shares authorized, 8,000 issued
         and outstanding                                 -                 -

      Capital in excess of par value             8,055,178         8,059,852
      Accumulated deficit                       (3,173,873)       (3,114,571)
      Accumulated other comprehensive income        20,478             6,530
      Common stock held in treasury at cost,
       3,925,405 and 4,003,451 shares,
       respectively                               (158,191)         (166,436)
                                                  --------          --------
        Total stockholders' equity               4,788,915         4,830,780
    Noncontrolling interests                       771,152           802,972
                                                   -------           -------
        Total equity                             5,560,067         5,633,752

        Total liabilities and equity           $24,569,273       $24,857,429
                                               ===========       ===========



                                       SIMON
                      Joint Venture Statements of Operations
                                     Unaudited
                                  (In thousands)
                                  --------------

                                                  For the Three Months Ended
                                                          March 31,
                                                    2011              2010
                                                    ----              ----
    Revenue:
      Minimum rent                                $479,250          $493,814
      Overage rent                                  32,003            31,178
      Tenant reimbursements                        228,547           234,576
      Other income                                  41,641            46,040
                                                    ------            ------
        Total revenue                              781,441           805,608

    Operating Expenses:
      Property operating                           151,976           154,461
      Depreciation and amortization                189,727           199,037
      Real estate taxes                             62,724            70,113
      Repairs and maintenance                       22,578            27,709
      Advertising and promotion                     15,724            16,610
      Provision for credit losses                    1,613               874
      Other                                         45,583            45,089
                                                    ------            ------
        Total operating expenses                   489,925           513,893
                                                   -------           -------
    Operating Income                               291,516           291,715

    Interest expense                              (210,887)         (217,163)
    Income (loss) from unconsolidated entities          83              (439)
    Net Income                                     $80,712           $74,113
                                                   =======           =======
    Third-Party Investors' Share of Net Income     $50,014           $45,036
                                                   -------           -------
    Our Share of Net Income                         30,698            29,077
    Amortization of Excess Investment (A)          (12,077)          (11,495)
    Income from Unconsolidated Entities            $18,621           $17,582
                                                   =======           =======



                                      SIMON
                           Joint Venture Balance Sheets
                                    Unaudited
                                  (In thousands)
                                  --------------


                                                  March 31,       December 31,
                                                    2011              2010
                                                    ----              ----
    Assets:
    Investment properties, at cost             $21,424,100       $21,236,594
    Less - accumulated depreciation              5,293,294         5,126,116
                                                 ---------         ---------
                                                16,130,806        16,110,478

    Cash and cash equivalents                      741,706           802,025
    Tenant receivables and accrued revenue, net    319,814           353,719
    Investment in unconsolidated entities,
     at equity                                     172,242           158,116
    Deferred costs and other assets                548,635           525,024
                                                   -------           -------
      Total assets                             $17,913,203       $17,949,362
                                               ===========       ===========

    Liabilities and Partners' Equity:
    Mortgages and other indebtedness           $16,019,227       $15,937,404
    Accounts payable, accrued expenses,
     intangibles and deferred revenue              690,318           748,245
    Other liabilities                              941,868           961,284
                                                   -------           -------
      Total liabilities                         17,651,413        17,646,933
    Preferred units                                 67,450            67,450
    Partners' equity                               194,340           234,979
                                                   -------           -------
      Total liabilities and partners' equity   $17,913,203       $17,949,362
                                               ===========       ===========

    Our Share of:
    Partners' equity                              $119,218          $146,578
    Add:  Excess Investment (A)                    744,979           757,672
                                                   -------           -------
    Our net Investment in Joint Ventures          $864,197          $904,250
                                                  ========          ========


                                     SIMON
                       Footnotes to Financial Statements
                                   Unaudited

    Notes:

    (A) Excess investment represents the unamortized difference of the
        Company's investment over equity in the underlying net assets of
        the partnerships and joint ventures.  The Company generally
        amortizes excess investment over the life of the related
        properties, typically no greater than 40 years, and the
        amortization is included in income from unconsolidated entities.



                                      SIMON
               Reconciliation of Non-GAAP Financial Measures (1)
                                    Unaudited
                          (In thousands, except as noted)
                          -------------------------------

    Reconciliation of Consolidated Net Income to FFO and FFO as Adjusted
    --------------------------------------------------------------------

                                                   For the Three Months Ended
                                                             March 31,
                                                       2011            2010
                                                       ----            ----

    Consolidated Net Income (2)(3)(4)(5)            $219,666         $20,754

    Adjustments to Consolidated Net Income
     to Arrive at FFO:

      Depreciation and amortization from
       consolidated properties                       262,546         225,430

      Simon's share of depreciation and
       amortization from unconsolidated entities      93,381          96,879

      Loss (gain) on sale or disposal of assets          584          (6,042)

      Net income attributable to noncontrolling
       interest holders in properties                 (2,111)         (2,663)

      Noncontrolling interests portion of
       depreciation and amortization                  (2,110)         (1,972)

      Preferred distributions and dividends           (1,313)         (6,828)
                                                      ------          ------

    FFO of the Operating Partnership                $570,643        $325,558

      Loss on debt extinguishment                          -         165,625
                                                         ---         -------

    FFO as adjusted of the Operating Partnership    $570,643        $491,183
                                                    ========        ========

    Per Share Reconciliation:
    -------------------------

    Diluted net income attributable to common
     stockholders per share                            $0.61           $0.03

    Adjustments to arrive at FFO:

      Depreciation and amortization from
       consolidated properties and Simon's share
       of depreciation and amortization from
       unconsolidated entities, net of
       noncontrolling interests portion of
       depreciation and amortization                    1.00            0.94

      Loss (gain) on sale or disposal of assets            -           (0.02)

      Impact of additional dilutive securities
       for FFO per share                                   -           (0.01)
                                                         ---           -----

    Diluted FFO per share                              $1.61           $0.94

      Loss on debt extinguishment                          -            0.47
                                                         ---            ----

    Diluted FFO as adjusted per share                  $1.61           $1.41
                                                       =====           =====


    Details for per share calculations:
    -----------------------------------

    FFO of the Operating Partnership                $570,643        $325,558

    Adjustments for dilution calculation:
    Impact of preferred stock and preferred unit
     conversions and option exercises (6)                  -           5,514
                                                         ---           -----
    Diluted FFO of the Operating Partnership         570,643         331,072

    Diluted FFO allocable to unitholders             (97,134)        (54,327)
                                                     -------         -------
    Diluted FFO allocable to common stockholders    $473,509        $276,745
                                                    ========        ========

    Basic weighted average shares outstanding        293,080         286,125
    Adjustments for dilution calculation:
       Effect of stock options                           210             314
       Impact of Series I preferred unit conversion        -             861
       Impact of Series I preferred stock conversion       -           6,617
                                                         ---           -----

    Diluted weighted average shares outstanding      293,290         293,917

    Weighted average limited partnership units
     outstanding                                      60,165          57,698


    Diluted weighted average shares and units
     outstanding                                     353,455         351,615
                                                     =======         =======

    Basic FFO per share                                $1.62           $0.95
        Percent Change                                  70.5%

    Diluted FFO per share                              $1.61           $0.94
        Percent Change                                  71.3%

    Diluted FFO as adjusted per share                  $1.61           $1.41
        Percent Change                                  14.2%


                                       SIMON
             Footnotes to Reconciliation of Non-GAAP Financial Measures
                                     Unaudited
                                     ---------

    Notes:

    (1) This report contains measures of financial or operating
        performance that are not specifically defined by accounting
        principles generally accepted in the United States ("GAAP"),
        including funds from operations ("FFO"), FFO as adjusted, FFO
        per share and FFO as adjusted per share.  FFO is a performance
        measure that is standard in the REIT business.  We believe FFO
        provides investors with additional information concerning our
        operating performance and a basis to compare our performance
        with those of other REITs.  We also use these measures
        internally to monitor the operating performance of our
        portfolio.  As adjusted measures exclude the effect of certain
        non-cash impairment and debt-related charges.  We believe
        these measures provide investors with a basis to compare our
        current operating performance with previous periods in which we
        did not have those charges. Our computation of these non-GAAP
        measures may not be the same as similar measures reported by
        other REITs.

        The Company determines FFO based upon the definition set forth
        by the National Association of Real Estate Investment Trusts
        ("NAREIT"). The Company determines FFO to be our share of
        consolidated net income computed in accordance with GAAP,
        excluding real estate related depreciation and amortization,
        excluding gains and losses from extraordinary items, excluding
        gains and losses from the sales of previously depreciated
        operating properties, plus the allocable portion of FFO of
        unconsolidated joint ventures based upon economic ownership
        interest, and all determined on a consistent basis in
        accordance with GAAP.

        The Company has adopted NAREIT's clarification of the definition
        of FFO that requires it to include the effects of nonrecurring
        items not classified as extraordinary, cumulative effect of
        accounting changes, or a gain or loss resulting from the sale
        of previously depreciated operating properties. We include in
        FFO gains and losses realized from the sale of land, outlot
        buildings, marketable and non-marketable securities, and
        investment holdings of non-retail real estate. However, you
        should understand that FFO does not represent cash flow from
        operations as defined by GAAP, should not be considered as an
        alternative to net income determined in accordance with GAAP as
        a measure of operating performance, and is not an alternative
        to cash flows as a measure of liquidity.

    (2) Includes the Company's share of gains on land sales of $2.7
        million and $1.7 million for the three months ended March 31,
        2011 and 2010, respectively.

    (3) Includes the Company's share of straight-line adjustments
        to minimum rent of $7.3 million and $4.5 million for the three
        months ended March 31, 2011 and 2010, respectively.

    (4) Includes the Company's share of the amortization of fair
        market value of leases from acquisitions of $5.8 million and
        $4.9 million for the three months ended March 31, 2011 and
        2010, respectively.


    (5) Includes the Company's share of debt premium amortization
        of $2.6 million and $3.7 million for the three months ended
        March 31, 2011 and 2010, respectively.

    (6) Includes dividends and distributions on Series I preferred
        stock and Series I preferred units. All outstanding shares of
        Series I  preferred stock and Series I preferred units were
        redeemed on April 16, 2010.

SOURCE Simon Property Group, Inc.